SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of earliest event reported: February 23, 2005
QLT INC.
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(Exact Name of Registrant as Specified in Charter)
British Columbia, Canada 000-17082 N/A
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(State or Other Jurisdiction of (Commission File Number) (I.R.S. Employer
Incorporation) Identification No.)
887 Great Northern Way, Vancouver, B.C. Canada, V5T 4T5
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(Address of Principal Executive Offices) (Zip Code)
(604) 707-7000
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(Registrant's telephone number, including area code)
Not Applicable
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(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION
On February 23, 2005 QLT Inc. (the "Company") reported its financial
results for the year ended December 31, 2004, announced 2005 guidance and
provided an update on the status of litigation with Massachusetts Eye and Ear
Infirmary (MEEI).
The full text of the press release announcing such results is attached
hereto as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated
herein by reference. Such information shall not be deemed "filed" for purposes
of Section 18 of the Securities and Exchange Act of 1934, as amended, or
otherwise subject to the liabilities of that section, and is not incorporated by
reference into any filing of the Company, whether made before or after the date
hereof, regardless of any general incorporation language in such filing.
The Company's earnings release contains non-GAAP financial measures.
Pursuant to the requirements of Regulation G, the Company has provided
reconciliations within the earnings release of the non-GAAP financial measures
to the most directly comparable GAAP financial measures. Disclosure regarding
definitions of these measures used by the Company and why the Company's
management believes the measures provide useful information to investors is
provided in the press release and will be further described in the investor
conference call referred to in the release, which conference call will be
available both live and by replay via the internet at www.qltinc.com.
ITEM 9.01 FINANCIAL STATEMENTS & EXHIBITS
C) EXHIBITS
Pursuant to the rules and regulations of the Securities and Exchange
Commission, the attached exhibit is deemed to have been furnished to, but not
filed with, the Securities and Exchange Commission:
Number Description
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99.1 Press Release dated February 23, 2005
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
QLT INC.
(Registrant)
By: /s/ Michael J. Doty
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Michael J. Doty
Senior Vice President and Chief Financial Officer
Dated: February 23, 2005
INDEX TO EXHIBITS
Exhibit Number Description
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99.1 Press Release dated February 23, 2005